ARTICLE 1. NAME. The name of the Association is ARKANSAS ASSOCIATION OF CONSERVATION DISTRICTS.

The official abbreviation of its name shall be AACD.

ARTICLE 2. ACTIVITIES. To carry out the authorized purposes of the Association, it will conduct exclusively educational, scientific, charitable, pollution abatement, environmental quality, and religious work concerning the conservation, maintenance, improvement, development and use of land, soil, water, trees, vegetation, fish and wildlife, open-space and other renewable natural resources.

ARTICLE 3. THE VOTING MEMBERS. Every Conservation District or Soil and Water Conservation District in the State of Arkansas shall be deemed to be a voting member of this Association, unless membership is expressly declined. Each District shall be entitled to one vote on every question put to a vote at any AACD meeting. The vote of the District will be cast by the Chairperson or Acting Chairperson of those members of its delegates to the particular AACD meeting.

ARTICLE 4. MEMBERSHIP DUES. Each District will pay to the Association as annual dues, an amount to be determined annually by the Executive Board. The Executive Board shall be guided in determining the amount of the annual dues by the recommendations of the Finance Committee, and the resolutions approved by the voting members at the annual convention.

ARTICLE 5. NON-VOTING MEMBERS. The non-voting members shall be those persons, firms, associations, or corporations who shall apply for such membership and shall make a financial contribution to the Association. Those who contribute $10 per year shall be Contributing Members; those who contribute $11 to $49 per year shall be Sustaining Members; those who contribute $50 to $99 per year shall be Affiliated Members; and those who contribute $100 or more per year shall be Associate Members. Non-voting members shall enjoy all privileges extended to regular members, other than the privilege of voting.

ARTICLE 6. ANNUAL STATE MEETING. An annual meeting of Conservation Districts of Arkansas, who are the members of this Association, shall be held for the discussion of common issues and concerns at the time and place chosen by the Executive Board after suitable consultation with the members. Those present at the annual state meeting shall constitute a quorum.

ARTICLE 7. THE OFFICERS; TERMS OF OFFICE. The officers of the Association shall be a President, 1st Vice President, 2nd Vice President, Secretary/Treasurer, and Immediate Past President, who shall be elected by the delegates to the Annual State Association meeting. Before the meeting the Nominating Committee shall place nominations for offices of the Association to serve the following term. The presiding officers shall accept nominations from the floor for each position and a majority of voting members present and voting, will elect the officers.

The term of office of each officer of the Association shall start at the close of the annual state meeting and continue through and until the close of the annual state meeting, two years hence as long as he/she remains a conservation district director or until a successor is elected and qualified. Elected officers may be removed from office upon the unanimous vote of the Board of Directors, exclusive of the officer in question.

Officers, Directors and Staff of this Association, and their private property, shall not be liable in any manner for the Association's debts, obligations, undertakings or liabilities and Officers, Directors and Staff shall be exempted and indemnified against personal expense, losses or liabilities, which may accrue from time to time in any manner by reason of the ownership, administration or distribution of the Association property or funds, or by reason of any acts of commission or omission on their part in the conduct of the Association affairs, so long as they act in good faith.

The Officers, Directors and Staff shall not be liable or accountable in any manner for honest mistakes or errors of judgement, nor for errors or wrong doings of agents, brokers, attorneys or servants, nor for interest on funds temporarily idle. They shall have the right, at all times and in all matters, to act upon any information or evidence deemed by them reliable without incurring any personal liability or responsibility of any kind.

ARTICLE 8. EXECUTIVE BOARD. The affairs of the Association shall be managed by an Executive Board consisting of the officers of the Association and the seven Area Presidents. In the event an Area President is unable to attend a Board Meeting, the Area Vice President shall be authorized to serve in his or her absence with all appropriate rights and privileges. When District Directors from Arkansas are also serving as officers of the National Association of Conservation Districts they will also be members of the Executive Board with all privileges of its membership. The Director or a staff member of the Arkansas Soil and Water Conservation Commission shall be appointed Executive Secretary by the President with the advice and approval of the Board.

The Chairperson, or his/her designated representative, of the Arkansas Soil and Water Conservation Commission shall serve as Commission Liaison when no other member(s) of the Arkansas Soil and Water Conservation Commission holds a position on the Executive Board. The Commission Liaison shall serve as a non-voting Executive Board Member.

The Executive Vice President and the Executive Secretary serve as non-voting Executive Board Members at the will of the State Association's President unless removed by the Executive Board.

The Presidents of the AACD Auxiliary and the Arkansas Association of Conservation District Employees (AACDE) shall serve as non-voting Executive Board members.

The Executive Board shall meet during or within 60 days following the annual State Association meeting, and shall hold such additional meetings as may be called from time to time by the President, at such time and place as the President may designate on not less than 10 days' notice to the Board Members. In case of emergency, meetings may be called on shorter notice if prior consent is obtained from a majority of the members of the Board. Special meetings of the Board shall be called by the President upon the written request of a majority of the board members at a time and place designated by them.

The Executive Board shall have the following powers and duties:

(a) It shall determine the policies and procedures of the Association, and shall formulate, and keep current, the written goals and objectives for the Association, all of which shall be consistent with the purposes stated in the Constitution of the Association;

(b) It shall make provision for the annual meeting of the members of the Association and such meetings of the Executive Board as it may deem advisable, or other special meetings, of Association members;

(c) A member of the Executive Board shall be elected to the National Association of Conservation Districts Board of Directors by a majority vote of the Executive Board at the first Executive Board meeting following the annual meeting. He/she will serve for two years as the duties of that office directs;

(d) It shall keep the members of the Association currently informed of the Association's affairs and activities, and of the programs, accomplishments, and problems of Conservation Districts of the State of Arkansas;

(e) It shall approve the annual budget of the Association, fix the rate of compensation of employees, and authorize the payment of necessary expenses, determine matters relating to any publications of the Association, and arrange for an annual audit of the Association's financial affairs;

(f) It may delegate functions and duties to the President or other officers of the Association subject to such conditions, as it deems proper. The officers of the Association may assist all committees in the performance of their responsibilities;

(g) A majority of the Executive Board shall constitute a quorum for the transaction of any business. Matters requiring action of the Executive Board may be submitted to the members thereof in writing, and, when acted upon by a majority, responding in writing shall have the same force and effect as though acted upon at a meeting. Regular or emergency meetings of the Executive Board can be transacted by teleconference.

A. The President shall preside at meetings of the Executive Board and at the annual meeting and other meetings of the members of the Association, and shall designate a presiding officer for any meeting at which neither he/she, the 1st Vice President, nor the 2nd Vice President will be present. He/she shall be responsible for seeing that the policies of the Association are carried out in accordance with the applicable procedures and requirements. He/she is authorized to perform the functions customarily performed by a chief executive officer and shall be entitled to vote only in case of a tie of the Association or Executive Board. He/she is authorized to delegate to one or more officers from time to time the performance of any of his/her functions or responsibilities, to supervise the performance of such delegated duties, and to revoke any such delegation at any time. He/she shall perform such further duties as shall be assigned to the President from time to time by the Executive Board or by resolution approved at a meeting of the members of the Association.

B. The 1st Vice President, 2nd Vice President, Secretary/Treasurer shall each perform the duties customarily performed by holders of their respective offices, and such other functions as the President or the Executive Board may assign. The 1st Vice President shall become President if for any reason a vacancy shall occur in the office of President. The 2nd Vice President shall become 1st Vice President should a vacancy occur in the office of 1st Vice President.

C. The Secretary/Treasurer shall oversee the deposit of all funds that come into the possession of the Association in banks selected by the Executive Board and, in accordance with the approved budget or upon authorization by the Board or the President, review all disbursements by check therefrom for the necessary expenses of the Association. Checks shall be signed by two authorized representatives of the Association. The audit year for the Association shall be July 1, through June 30. The Secretary/Treasurer will engage the services of a Certified Public Accountant to perform an annual audit of receipts and disbursements of the Association's finances. The Board may request a bond conditioned upon the faithful performance of the Secretary/Treasurer's duties, in such form and amount as they shall prescribe, and the premium for the bond shall be paid out of the funds of the Association. The Secretary/Treasurer shall serve as Chairperson of the Finance Committee.

ARTICLE 10. AREA ORGANIZATION. The Districts within each of the seven designated areas shall hold annual meetings, with the assistance of the Area President, and at a time and place designated by him after consultation with the Districts in the area. The Area shall have the authority to adopt its own by-laws that are consistent with AACD by-laws and Area by-laws shall be sent to the Executive Vice President.

The Area officers are: Area President, Area Vice President and Area Secretary/Treasurer. Area Officers may be removed for cause by vote of the member districts of the Area.

The Area Vice President will serve as Nominating Committeeperson and shall become Area President if for any reason that office should become vacant. The Nominating committeperson will serve on a state Nominating Committee to place in nomination the names of Directors for Association officers at the annual state Association meeting.

The Area Vice President shall serve in the absence of the Area President as a voting member of the Executive Board as described in ARTICLE 8, a through g.

ARTICLE 11. COMMITTEES. The President may create by appointment all necessary committees and define their functions with the exclusion of the nominating committee. The members of any such committee need not be members of the Executive Board. However, an Executive Board Member shall chair each committee. Members of the standing and special committees shall serve until the adjournment of the next annual state meeting, or for terms specified by the President. The President shall serve as an ex officio member of all committees. All committee appointments shall be subject to the approval of the Executive Board.

ARTICLE 12. PUBLICATIONS. At such time as the Board of Directors may make provision for the publication of a newsletter, magazine, or other publication by the Association, the President shall have the authority to appoint, with the approval of the Board of Directors, an Editor, and to provide for the employment of other necessary personnel, within the budget approved by the Board of Directors.

ARTICLE 13. RULES OF ORDER. Meetings of the Board of Directors and of the Association shall be conducted in accordance with Roberts Rules of Order unless inconsistent with any policy or special rule adopted by the Association or the Board of Directors.

ARTICLE 14. EFFECTIVE DATE. These bylaws shall be in force effective retroactively to November 30, 1999.